Changes of a unicorn
by Rarity Belle
Summary: What happens to a unicorn who is sick of everything in life but doesn't want to give up? And what if she gets the craziest of thoughts to run through her mind while planning something nopony expects from her. Not from Rarity herself.
1. The first signs

Everypony in Ponyville and its surrounding area had the time of their life as per usual. For they played happily with each other, enjoyed a good talk or just took a nap in a tree. Times were good in the quiet town and every soul that lived or entered it knew it immediately. Yet there was one mare, an ivory coated, purple haired unicorn mare to be exact was busy with everything, too busy to do anything else. Somewhere in Ponyville's very own Carousel Boutique was Rarity working with all her might in the working area of the always so wonderful building.

"No, no, no, this needs to be done by tomorrow, that needs to be done in a week... Oh dear goodness, Fluttershy's tea party!" the mare said as her sapphire blue eyes widened themselves after they had gone through the orders of many dresses.

From the shock she turned herself around and just looked over the area with near twitching eyes. For the work space was a mess beyond her imagination. Mannequins were knocked over and laid everywhere, pieces of fabric stretched as far as the eye could reach in the room, unfinished dresses that had taken their rest on the still standing mannequins. It was a surprise that there were no rests of food to be found.

"I clean this up after the party, right now she expects me to come... Something to wear, something to wear... Ah! This will do," the mare mumbled in herself as she levitated a rather simple dress. It was a black colored dress that covered most of her body nice and tidy and a couple moans left her as the materials were placed comfortable around her body much to her own surprise even.

With one last look in the mirror, a faint smile appeared from the mare as she spoke the only word she could think of. "Smashing." It was still a marvel that her makeup was still in the right places and actually presentable to those willing to see it. Something that was a good thing in her eyes.

Then the unicorn walked over to the front door of the building and opened it. Rarity was then greeted by the wonderful afternoon sun that shone not all too brightly over the land and in her ears she caught the fillies and colts playing with one another a bit further down the street. The mare took a deep inhale of the fresh air outside as her eyes closed a little. Everything was just taken into her before she set the pace of her travel. But as she wandered through the streets, Rarity began to question if things were all worth it, her boutique, her job, her friends, her earned title.

One might have declared the mare crazy for the thoughts that had racing through her mind but they were haunting her for months by then. Thoughts that spoke to her to raise up to the unicorn she could be. They said to her that she was tired. Life tired of everything around her. Disturbing thoughts from a monster that was the complete opposing side of what she truly was.

The unicorn suddenly changed her pace over to a small gallop and made her way swiftly through the streets of Ponyville. She passed hordes of ponies with the greatest of grace and ease while she had only one goal in her mind.

When she reached the outskirts of the sleepy town her pace was held on for just a bit longer. But then there was the all too familiar cottage that came into her sight. The pace got lowered into a light trot as Rarity caught up with her breath and arrived just when a familiar orange coated and blond haired cowgirl wanted to enter the cottage as well.

"Howdy Rarity, how are ya doing today?" she asked with a smile just before tapping her signature hat.

"I am doing great Applejack, everything is just going perfect." Rarity replied as she tried to lie herself out of it.

"Great to hear sugarcube, come on in, everypony is waiting for ya," spoke the cowgirl as her smile stayed.

"Thank you darling," the unicorn said as she entered the cottage while setting up a fake smile. "Though do tell me, you didn't just arrive, did you?"

"Nah, arrived her 'bout half an hour ago. Was just getting a fresh nose and looking for ya," the cowgirl spoke up as she laid a hoof on the back of Rarity.

Calmly did she enter the lovely cottage and passed through the hallway before going towards the created sounds of many other ponies. Three different voices could be clearly heard. "Afternoon everypony. How are you all doing today?" Rarity spoke up as she walked into the living room and took place on an empty pillow.

Yet it was her fellow unicorn Twilight who smiled towards the other mare and was the first to answer the question. "We are doing great Rarity. You just missed that part, Fluttershy is grabbing the tea as we speak. But how about you if I may ask?"

The purple maned mare kept on the fake smile and changed her tone into a little manipulating one. "Oh I am great Twilight, everything is walking good, most of the orders are done and the shop is all cleaned up."

"Now that is great to hear," the mulberry mare replied calmly.

Pinkie Pie on the other end had been inspecting the black dress for a bit while the talking was going on and could only come to one conclusion in her mind. "You look very pretty in that dress Rarity!" she boldly interrupted

And it was that what made the unicorn chuckle deeply to herself but did it in a polite manner. After her sounds had died down, the mare gave a nod to the words and looked into the blue eyes of the pink coated and haired earth pony. "Why thank you Pinkie. It is rather simple, but still perfect in my eyes," she then calmly and thankfully replied.

Then there was a slight shiver that went over the spine of the daring cyan coated pegasus. "As long as I do not have to play for mannequin again, I am happy." In response to that, everypony let go a friendly chuckle while Pinkie wrapped her forelegs around her for a tight hug. A hug that was returned as the pegasus herself released an awkward chuckle of her own.

It wasn't all that much later that Fluttershy finally revealed herself into the living room with the tea and snacks. "Take as much as you want, there is more than enough," she said in her usual shy voice after it was placed on the table. But then her pinkish colored mane fell before her face and she tried to get it out by laying the flock behind her ear.

"Shy, there is no need to be shy when your friends are around!" Pinkie giggled after she had let go of Rainbow and took a cup of tea. Something the rainbow maned pegasus was truly happy about because of the fact that she could breath again.

"Ah don't say this often, but Pinkie here, has a point." Applejack replied with a smile from her pillow. The cowgirl then reached forward in order to take a cup for herself and placed two sugar cubes into it before she picked a small biscuit.

They all giggled and Fluttershy was pulled in the group and placed next to Applejack who wrapped a hoof around the shy mare. Each of the mares had a wonderful time during the party for they shared countless stories of happened events and teased each other like they always could with their words. And to top it all off, Fluttershy really pulled everything out for the event, because there really was enough for everypony.

But when one is having fun, time flies and the saying was never more true as the hours passed by, sadly marking the time for everypony to go home. The sun was setting itself as the moon slowly took its dark hold of the land.

Eventually they all left Fluttershy's cottage and said their goodbyes to the grayish yellow coated pegasus who waved at them as they all parted their way. Rainbow took off and flew off to her cloud palace whereas Applejack went to the Acres under a slow and steady trot. Pinkie, Twilight and Rarity walked back together to Ponyville.

It was during the way that the pink coated mare remembered the many pranks and jokes she pulled off to almost everypony, but particularly went into detail about the ones pulled on Rarity. "And remember that one time we did that prank on you, Rarity? With the flowers? Priceless!" she said in between her unstoppable snickering

"I remember that Pinkie, I must admit it was a nice joke, but never again please, I sneezed for hours after it," replied Rarity in an annoyed tone. The joke was something that went into her memories as one of the most unpleasant memory she had.

"Come on Rarity, it was only a joke." Twilight spoke as she tried to calm the white mare down.

"I know it was, but I am not fond of those jokes. And she _knows_ it all too well, yet she keeps doing it," responded Rarity even more annoyed. Her mind was truly working to just not go over her and tell her the truth as it was. The two of them could speak of luck that the pink mare didn't hear them due to her laughter about the memories of the pranks she had done in the past week alone.

Twilight chuckled a little as she made her reply. "It is Pinkie Pie remember?"

"Yes, that is very true, a fact I rather saw otherwise but what are you going to do against it?" Rarity said with a deep sigh. The thoughts and words only added more to the frustration that her mind her been torturing her with before. The thoughts of what was the value of it all.

While the three of them entered Ponyville in their calm pacing, they all went another direction after saying their goodbyes and goodnights. Pinkie went to SugerCube Corner, Twilight to the Goldenoak Library and Rarity slowly walked over to her boutique.

As the white unicorn walked through the calm streets of Ponyville, she allowed her head to hang itself a little as a deep sigh left her nose every now and then. "I just don't know it anymore... Why do I keep going like this? Why don't I just drop my job and do something else? But what do I have to do then? Dressmaking is my life for goodness sake." Rarity thought aloud until she reached her boutique.

With a simple charge of her horn she unlocked the door before going in and as she stood in the shop, her eyes fell upon the work area which was still an utter mess. Mannequins, fabric, tools, concept drawing all laying around everywhere. With the door that fell back in it's lock, there was another deep sigh left the nose holes upon the sight. The unicorn didn't even bother cleaning it up. Instead she headed straight for the staircase to venture up them and into her bedroom on the top floor of the famous Carousel Boutique.

Her head was placed down on the pillow as she tried to get some sleep for the night. But was not granted it as her mind kept grinding itself over a lot of matters. Yet as she laid in her bed with the blankets over herself and the forelegs placed on her belly, she kept thinking about everything. Though there even was something that came back up in her, something she had locked away for a long time and for good reasons.

For Rarity remembered that long ago she was both a great manipulator. Being able to let ponies do her bidding by just speaking and looking at them. And the fact that she indulged herself in pleasure with many stallions due to her seducing nature and slender body. That side of her got both locked away and suppressed after seeing in how wrong it was for her to do, the sheer consequences it would have on her life. For years she tried to hold herself off of it, until that fatal night.

A smiling smirk began to form itself on the face of the mare as she spoke ever so softly into herself. "Tomorrow, there is going to be a new Rarity that shall wake up." While those words softly echoed through the room, they calmed her mind from a flood of thoughts, to a near nothingness which caused her to fall deeply asleep for the upcoming, or what was left of it, night.


	2. Seeding first

With the hours that passed by, it was the morning that as per usual vanquished the dark grasp of the night. The white orb that was the moon was sent behind the hills of Canterlot while the sun rose back up once again. And it was through those rays entering the bedroom it was Rarity who woke up. Her nose twitched a couple of times before her eyelids followed. With a gentle moan she rose her body up and opened her eyes in a slow manner. After the yawn had left her mouth did Rarity found herself rather happy and threw the blankets off of her slender body before she decided to leave the bed as a whole. With a simple charge of her horn surrounded the magical aura the curtains which were then opened up to allow the full force of the sun take over the room.

And it was in that wave of light was the unicorn allowed her body to bath within it. Resulting in a moan of comfort that originated from the very soul of the unicorn. "Purrrfect." Rarity purred to herself as she closed her eyes for just a minute to fully enjoy the glorious moment.

The mare then made her way down the hallway and the stairs in order to go straight into the kitchen where she fabricated a light breakfast for herself and ate it there. It was after a couple chews of food and sips of milk that the purple maned mare went over to the work area where she began to clean everything up nicely.

"Now this goes here, then these, go here... Why are the drawings on the ground in the first place?" She couldn't help it but to just giggle at the very mess she had created by herself. The job seemed like it would take hours off of her life yet with the help of her perfected levitation spell, everything was cleaned up much sooner than she expected.

It was only after a rather intense hour or two that the very room was cleaned up once more. Everything was just placed back the way it was supposed to be and the mare was truly satisfied with the result. "Now this, is a room worthy for a mare with my style and elegance." Rarity said to herself as her eyes did a turn through it. The mannequins were set up right again, the rolls of fabric stored back into their original positions and the sewing equipment placed back to their own respectable positions.

With the smile still on her face walked the unicorn back to the kitchen where she made a small drink for herself. And when the liquids were consumed that she prepared a cup of tea and made her way to the living room only to take place in her comfortable chair. But as she sat down in the chair began Rarity to think back about her made up plan from the night before. How she would tackle the situation and eventual consequences for it.

But those were really side matters. For the bigger question had to be answered first in her eyes. How would she unleash both her manipulative nature and seductive nature to the ponies in town? The eyes closed themselves as her mind began to grind again while the minutes turned into hours before finding the perfect way to do it. An unusual dark chuckle slowly filled up the room as her eyes opened themselves again and she took a sip of the, by now ice cold, tea she had prepared, keeping the smirk on her face from the plan she came up with.

Time passed away for a little while as she sunk deeper and deeper into her thoughts. But only to be pulled back out of it by her little sister. Sweetie Belle came back to the boutique after school in order to spend the weekend with her beloved bigger sister. And it was the filly who greeted her sleepy and thoughtful mare happily.

Taken by a complete surprise from the arrival, Rarity shocked out of her thoughts and blinked a couple of times at first. "Welcome back Sweetie, I will start on the dinner soon enough." Rarity then said after a tight and sisterly hug was given.

"Alright, we eat at the usual time?" the little filly asked a bit curiously.

The mare nodded in response and the hug was slowly broken from her sisters side who smiled and gazed with her green rims. "Then I'll be with Apple Bloom and Scootaloo for the remaining time, see you soon again sis." And then she was just off. Gone like the wind that brought her to the building. Rarity waved to Sweetie as she left through the front door before her mind fell back into the ocean of thoughts.

Eventually managed the unicorn to crawl out of her chair and made her way once again to the kitchen. It was there where she started to make dinner for both herself and her sister. Rarity was going to prepare something easy for she didn't truly feel like cooking as always and just created very simple dish out of some haymeat, potatoes and vegetables.

Her sister returned just in time and together they had a great dinner as a starter of the weekend. The two spoke about their day and the events that had happened earlier that week. The most marvelous stories and daring adventures were always lived by Sweetie in her quest for her mark but everything she tried seemed to have failed miserably.

When the clock hit nine in the evening went Sweetie to bed and spoke her goodnight's to her sister. With a last kiss was give upon her forehead did the two separated their ways. The filly went upwards to her room as the mare returned to the living room to lay on the couch for a bit with a good book. Rarity tried to fight of the sleep the best she could but eventually realized the fact that it was a battle which she wouldn't and couldn't win it.

Thus with the greatest of care in her steps, she made her way over to her bedroom. And it was on the poster bed where she fell deeply asleep. But during her sleep the dreams came to her, dreams that caused a deadly grin to take form.

The days began to pass before they turned into weeks as the mare tried to remember everything in order to get her mind back in the state she locked away so many years ago. Rarity manipulated both friends and family alike by letting them belief her made up stories. But above all, she let each of them believe she still was the harmless fashionista they knew.

Yet secretly she had seduced almost every stallion in Ponyville with her charm, looks and body over the course of those days. First seducing her victims so deeply up to the point where they could only think about her. And then she indulged herself in sexual pleasures with them before erasing the memories from their minds. Nopony in Ponyville even had a clue of the manipulating monster Rarity had become in such a short amount of time.

While the moon stood high in the skies, the unicorn found herself standing on top of a hill that had a perfect view upon the rock in space. She wore the same black outfit as it was on the tea party and she just stared at the moon. "Tiredness of life...needing to throw the rudder completely around. Is that truly what I need to be doing here? To fall back into that whorish state of my mind from college? But think about the options that opened up, no more being a simply tailor or something the like."

Excitement, that was the thing she was missing in her life. The very thing she had missed for years. Something she couldn't truly place herself, but knew it had been left out. And it were the sexual endeavors that returned it without a doubt. But she was lustful, greedy even, for more. Yet perhaps she would get more then she could have bargained for. Because on the line of madness, it was really easy to slip.

While her eyes kept staring at the moon and her mind rattling, her ears twitched from a rustle of the leaves and her head turned itself around. With the angles of her body and head, the sapphire blue rim almost appeared to be giving off light while her behind had taken the near perfect shape below the outfit. Plans were forged inside that brain of hers, a thing clearly seen through the eye, an eye that caught nothing on the hill itself.

Tough one day weeks after the plays had even started, Rarity had to put her abilities to the test. She had to find herself a challenge instead of the low intelligent stallions of the town. One that couldn't be beat so easily, one that would be the toughest of them all. Luckily she knew just the mare for the job. A cowgirl to be exact.

When the door of the Carousel Boutique opened under the classic chime of the shop's bell, it was exactly who she needed to have that entered. "Rarity, ya wanted to see me for something?" the hat wearing, orange coated earth pony spoke up.

The unicorn of the house appeared out of her working area and smiled to her with a nod. "Why yes Applejack, I indeed wanted to see you. I just need to take your measurements." Rarity replied just before she pointed a hoof to where Applejack had to stand.

"Mah, measurements? For what exactly sugar cube?" Applejack asked with concern in her voice. But concerned or not, she still made her way over to the pointed spot.

"For your new dress dear," the purple maned mare spoke up in a manipulatively undertone. The unicorn knew if she could fool the cowgirl like this, she could manipulate anypony to her will without fear. For Applejack was mentally the toughest of them all and always saw right through these kind of things.

"Ah did Rares?" she continued to ask through.

That was the trick with Applejack, she always continued to ask through until it was clear for her. Something that made her low to the ground and really sober on matters. Exactly what Rarity had to counter. "Don't you remember? Back on Fluttershy's tea party, you asked me to make a new dress for when you go to the Gala this year."

Some time began to pass as the mares talked to each other and the cowgirl dug deep in her memory, trying to recall the party before she spoke again. "Wait..."

Upon hearing that single word tried Rarity to keep her face as straight as possible. Trying to look like there was nothing wrong on the outside. But on the inside it was her heart that was racing like never before. She simply prayed it would pack out in her favor yet prepared for the worst thing to happen.

For seconds she was kept in suspense. Seconds that seemed like hours upon one another. And then, just when sweat was about to break loose, the words of the cowgirl continued. "...Ah did ask you that Rarity, Ah am sorry for denying, but Ah just couldn't remember it sugar cube." And after the words there was a smile which formed itself below her muzzle.

Those words calmed the unicorn down by a lot more then she had expected and wanted to exhale just so deeply but didn't do it. Her heart rate dropped itself back to a much more normal one before her eyes closed for just a little moment and let out a slight chuckle. "It alright Applejack, everypony forgets something at some point right?" Rarity replied while she winked lightly to the cowgirl.

The unicorn allowed her horn to coat itself in the blue aura while a piece of charcoal, paper and the measuring tape got levitated as the tailor began to do her job and after some time had taken the needed data off the cowgirl. "Thank you for your cooperation Applejack but now, I friendly ask you to leave so I can work on your new dress." she spoke in a normal tone before rolling the tape back up.

"Ah understand it Rarity, Ah have some business on the Acres anyway, Big Mac managed to break the plow plus we need to dig up Bloombergs cousin," the cowgirl said as she picked up her hat again.

"E-Excuse me, but did you just say _Bloombergs cousin_?"

"Ah sure did partner, but Ah have to go now, otherwise the job gets done tomorrow instead of today." Applejack tapped her hat respectfully before she left the boutique for what it was and went just as quick as she came. Leaving a rather confused Rarity behind her.

Yet it was when the door was fully closed and fell back down in it lock that Rarity began to laugh in herself for the fact that she did it. The unicorn had successfully manipulated the mentally toughest pony in Ponyville. Of course it was just a small feature, but she had managed it. Not many could have said that. Her locked away side had returned and was driving in full throttle. Perhaps a bit too much.


	3. Let nature take over

For weeks on end continued Rarity her endeavors with the stallions for pleasure and the sheer manipulation of her friends and family continued like it was nothing. Her skills being shaved into clean and round edges. Nopony suspected as much as a thing from her as they still saw the tailor she was. A fact that more or less had died over that period of time. A slut, whore even, she could be called. But through all of that she still remained the lady of dignity for the outside world. A double life, one might say. A double life that would become her life.

Though as silent as one may be about the events, there are always eyes and ears that were open to catch up what happened. And some ponies had taken air of what _she_ did and one by one they walked into the depths of the Everfree Forest, only to disappear in its darkness to never be seen again. Yet the oddest part had to be, that nopony ever saw them enter to begin with.

With a few more days slowly passed by and Rarity had become, or considered herself, a smooth talker, master manipulator and a true femme fatale. Yet she kept her class and status up very high as usual. The mare still made some dresses to have at least some sort of income but the joy she once had in it, had faded away over time with the introduction of her secret double life and only did it to live. The mare even refused taking orders if the price she could ask for it wasn't to high enough in her eyes. A change that, was picked out rather easily.

But it wasn't just the unicorn who had changed over all that time though. Even the Carousel Boutique itself changed drastically in appearance and feeling. It went from its normal and friendly look to nothing more but cold, unfriendly and even harsh from time to time if the lights were standing right. Yet there was nothing changed inside or anything the like.

Rarity woke up as she did every single morning and looked out over the rays of the sun with a smile. Though it was something that was followed up by a small sneeze from her. After she had sniffled her nose, the unicorn left the bed and with her magic, laid the blankets back into their respectable position before doing downstairs. Only to continue upon her work as an even smaller tailor than she already was.

Though on a day that was almost as every other as the sun was being blocked by the clouds and the shadows cast over the land. Rarity had the feeling that something was going to happen in the times soon enough to come. She just couldn't place what or when though. Yet it would be something that would be a discovery made rather quickly.

Because it was just after the mare had taken place on her sofa in order to get some well deserved rest from all of her work, that the sound of a knock on the front door did its turn through the living room. It was something that shocked the unicorn up and out of her light slumber. "This better be of interest..." Rarity muttered to herself just before she hoisted herself out of the sofa.

With elegance and grace but also with a bit of tiredness she made her way over to the door. Once she was close enough did the horn charged itself up and was thus coated in the magical aura. The doorknob gained the same coloring around it before it was unlocked and opened. While the door opened and the outside world was revealed, her sapphire blue eyes fell upon two stallions who stood on the outside, waiting for her.

Before either party could speak words or do deeds had Rarity a quick look over the two of them. One of them had a brown coat whereas the other had a blue one, their postures reminded her greatly on that of Big Macintosh. It was something that originated from their body build as it was strangely similar. The coloring of their eyes remained unknown to her, as the black hair covered most of the face. And last but not least she quickly gazed further than them and noticed a chariot. A chariot that was standing behind them which appeared to be of royalty of some sort. But not any she had seen in her life.

"Afternoon miss Rarity, we are from the palace and the princesses would like that you come with us. In order do what you do best, make a pair of dresses for your highness's," the brown coated one spoke in a deep voice and eerily calming tone towards her.

While the words being processed in her mind, the unicorn didn't trust the stallion for one bit as she knew the manner of working for the princesses all too well. And thus she decided to play a little fishing game. She wanted to know more, thus started to ask the both of them questions. "Might I ask, if the royalties really want a dress, why don't they just send me a concept drawing of what they want? As they always do," she returned to him in a calm manner. Yet her eyes were giving the two of them the sharpest looks she had ever given to anypony.

"That's because they need you right now. They know that you love to take your time with the many designs. Though excuse my words, but you hardly have the right materials in your boutique to make the requests they are asking. But in the palace you have everything you needed for the dresses." the blue coated stallion answered on her question.

Rarity rose an eyebrow to the worlds the further he continued. Yet when he was done with his talking, she shook her head in response. "I still don't believe the two of you." Rarity then said in a calm manner and wanted to close the door without saying goodbye or anything.

It was exactly that response that frustrated the blue stallion to a level higher then anything. He appeared to become mad from the words but it resulted soon enough in a burst of green fire. Something that caused the mare in the door to freeze and gasp for air.

After the fire had died down and Rarity prepared herself for the worst possible sight, the stallion wasn't dead or burned. Instead he revealed his true form to her in the clear day. The form of the insectoid, collective minded race that was living under the name of _changeling_. A creature that was all black, had big fly like eyes that were bright blue of color, a horn on top of their head, insect wings in their back and possibly the most unique feature, holes. Nearing the end of their legs, there were complete holes that were just there. The mane in their neck was nothing more but a fin while the tail was pretty much that of a fish.

The eyes of the unicorn became as big as they possibly could be before shrinking back and she fainted on the spot of the horrible sight. She fell towards the ground under a loud 'ooh' sound. The brown coated stallion also erupted in a burst of green fire and revealed his form as well. With the two being revealed in bright daylight, they had to make haste but instead began to buzz against each other in an angry manner. Even though they bickered with one another, the two of them managed to load the blacked out unicorn into the chariot with ease.

Both of the changelings took place before the chariot and took off with it. The ran it out of town through the easiest route and then went straight into the depths of the nearby Everfree Forest without any thought in their minds. Nopony had seen the events happening, for it was late in the afternoon and it all occurred in not even ten minutes.

The two changelings ran for hours on end as they were going deeper and deeper into the forest. They were heading down to a part where nopony -that was actually a pony- that has ever gone in ever managed to come out alive again. The very _Hive of the changelings_.

All the time they were driving was the mare out cold and sunken deep within her mind. But all the sudden they stopped by a big rock and unloaded their 'cargo'. Sadly it was one of the two who was unlucky enough to carry her and buzzed annoyingly in response as she was dropped on his back.

The other one opened the rock with the help of his green colored magic in order to reveal a tube. A tube that seemed to have been made from organic material and was just pulsing with the magic it carried. These pules went through the walls every so often and they didn't even look at it. The insectoid creatures entered it and followed the lights to the very core of the Hive.

The changeling that carried the unconscious Rarity kept buzzing annoyingly as the other one hovered a little above the ground with the help of his wings while buzzing something a manner of that he need to shut his mouth. The two of them kept going over many intersections as the rock had closed itself once more behind them. The only light in the tubes of rather squishy organic materials was that of the magic that came by.

Yet their fellow brothers and sister wanted to know just what these two were going to do with a perfectly fine pony like Rarity. They could only predict it would be an offering to the queen of the hive. For she only deserved the best of the best. And the unicorn was definitely that. Drool made it's way passed the could hundred, if not thousand changelings they passed on the way. Each of them wanting to set its sharp fangs right into her soft flesh and tear it to pieces like it was nothing.

After what appeared to be minutes of walking and hovering, they did reach the inner sanctum of the hive. The very place all the light was leading them to. The two changelings allowed their blue eyes to gaze a little bit upon the room they entered on their hooves. They walked right into an enormous darkened room with torches which burned with a green fire. The walls were covered in dark green veins and organic crystals that sat here and there. It was truly a place that had never seen the light of day and never would.

Both of the changelings held their pacing and bowed deeply in front of a dark throne holding a figure covered in shadows. "Very good, you brought the one I asked about," an eerie feminine sounding voice spoke to them. "Lay her on the ground and remove yourself out of my throne room and sight."

The two changelings buzzed lightly and did what the voice said before bowing again and left without a buzz. The two of them flew away into different tunnels and tubes only to be lost in the buzzing of millions of others. "Now the waiting game begins," the voice said just before an equally eerie giggle soon filled the whole room the being was in.


	4. Harvesting time

Time slowly passed by as the unicorn finally regained her knowledge and moved her hooves up to her head in order to rub it deeply to calm the pounding. "Ugh... What... Where?" The figure within the shadow started to grin and revealed its pure white fangs as a set of green rims became clearly visible. Rarity gently opened her eyes and gazed up to the figure sitting before her. Her eyes shot open from fear but carefully yet scared managed to speak. "Who...might you be..? And why, did you bring me here?"

The figure left the throne and stepped into the light made by the torches, revealing a thing. A black and green insectoid thing that was easily the size of princess Celestia. The creature appeared to be having a jagged horn, clean white fangs, deep green eyes, insect wings, a small organic looking crown on its head, legs and a tail filled with holes near the hooves and end. "Allow me to introduce myself to you. I am _queen Chrysalis_, the queen of the changeling swarm!" she said in a regal yet seducing voice

It was then that the unicorn got truly scared. For a queen of a hive minded race stood right in front of her and she didn't knew how to get herself out of there. She tried to hold a steady face for as much as that was possible but Chrysalis walked further down the steps. And with a couple more she stood right before the mare. Rarity gulped deeply just before the queen lowered her head. Unknown to what would happen did Rarity brace herself for anything. But the only thing that left the mouth of the queen, was a terrifying hiss.

The sound scared the mare so much more than anything she had expected and it resulted in her screaming in pure terror. But during her scream there was this a green mist like substance left her mouth and went directly into the mouth of the queen. And there it got swallowed under a soft moan in pleasure. "Hmhmhm, fear tastes so good." Chrysalis said while she kept her eyes peeled on the shivering Rarity who didn't even dare to look at the creature before her.

"W-W-What do w-w-want, from me?" she asked scared. Even though the question was asked, the answer wasn't something she wanted to know.

Chrysalis allowed a dark chuckle to leave her mouth as she flapped her insect wings a little. Something that caused her to get airborne and she started to hoover a little around the room. The wings created a buzzing sound that was even more annoying then the buzzing of the changelings up in the organic tubes. It was this sound that made the unicorn even more uncomfortable than she already was. But there still was a question asked and the queen decided to answer it in the fullest of glory.

"I would just kill you on the spot in the most gruesome manner and then feast on your flesh just before my children eat your bones. I could put you in a sack and make you something a bit more useful like a host for the eggs. Letting the young ones crawl out of the stomach through the paralyzed mouth is, mouthwatering. There are just so many things I can do with you," the queen spoke up in a voice that was filled with a sickening joy. And the worst part, that was only the start of the things she could do.

Rarity truly feared for her life after the words as more fear in the form of the green mist left her body and entered Chrysalis', appearing to be feeding her more and more. "G-Go ahead then... D-Do it," she said after she had gathered all the guts that were left in her.

"Hmhmhm, Rarity...you haven't even heard what I was planning just for you," the queen replied as she dropped back down on her hooves behind the unicorn who was carefully crawling up from the floor.

"Then what, do you plan for me?" she asked still a little fearing what would happen next.

"Nothing in Ponyville stays hidden from me. I know what you are doing. Everything and every last detail of it. And, you are a mare to my heart." Chrysalis spoke up after she had turned herself back around to face the mare.

The unicorn looked up and turned around to gaze into the eyes of the queen with a truly confused stare in them. Each of the words made perfect sense in her mind, with the exception of the last few ones. How in the name of the sun itself, could she be a mare to the heart of this giant bug? "I, I beg your p-pardon?" Rarity replied just before she shook her head a couple dozen times. Surely she must have heard it incorrect.

"I know you are tired of you little life as a tailor, I can help you, let you raise to your true potential. Becoming a _princess_ of this land! And all you have to do...is to take my hoof. Leave ponykind to rot into the hell you saw. Together, we can overthrow those two and rule this land, and rule it together as it should have been for ages." Chrysalis replied while she looked securing and seducing into Rarity sapphire blue rims. The queen tried everything in her might to be stronger than the white mare when it came to the games.

But the unicorn had the feeling she would be used if she gave into the offer. A thought that became a realization given how she was one of the mythical Elements of Harmony, it could be used against her for something far worse. On the other hoof, if she played _her own_ cards right and went along with the madness could Rarity take the throne without the queen next to her. It was something that caused the adrenaline to pump itself through her veins despite the location and amped up the inner excitement. The excitement she had been lusting for, for so long in her calmed down life.

And that very thought pleased her ever so much. Though it would become a game of high risk and high pay-offs, a fact she knew all too well. The queen of the changelings dropped herself back to the ground and offered the mare her hoof. Patiently did the seconds pass by and soon enough placed Rarity her hoof in that of Chrysalis while the blue rims stared deeply back into the green rims.

Before she even knew it had Rarity carefully moved her lips over to the those of the queen and started something highly unexpected. For she kissed Chrysalis deeply on the lips. She actually allowed her love for the queen to flow through her mouth and into hers as the changeling queen did the same.

The both of them gently slipped their tongue in the others mouth where they started to play as their eyes slowly closed themselves and the hooves parted but only to wrap around each other, what resulted in a firm hold for the long and loving kiss. The green mist didn't only appear from Rarity, but also from the queen her black body as it began to illuminate itself and send it over to her new found love who took it under a loud moan in pure pleasure which on her turn resulted in an even deeper kiss.

After the long kiss the mares parted their lips while a string of saliva still connected them as they were panting slightly from what just happened. The unicorn caught up with her breath again as she stared lovingly into the eyes of the queen as she softly spoke her words. "I, I have to admit, you're a good kisser."

Chrysalis let go a chuckle just before she stroked the cheek of the unicorn under a seducing smile. "I had years to train upon it, my precious little unicorn."

Rarity smiled upon the stroking and reversed everything in her mind once more. Her cards, the plans and the steps. She truly had changed from the lovable unicorn into a backstabbing monster. "Your plan, I accept... I shall become a princess, and rule next to you over this land." she spoke ever so softly as a confirmation of her alliance to the changelings.

"Hmhmhm, than so it shall be." Chrysalis said before she turned herself back around and walked up to her throne. "You are a mare to my heart, don't make me regret it." And then she dropped her body back on the throne, smirking like a devil towards the unicorn.

As wonderful as the hive and the new alliance happened to be, the night had began to set in and the mare had to return to her home. The two of them said their goodbyes for the day but agreed on returning every day until it the coup would happen.

In the following days after their talking, Rarity indeed returned to the hive more often in order to make the plans for how to defeat the current royals of Equestria. Yet it was after the countless planning that their retreated to the private chamber of the queen where the sensual events took place. For countless times they came with their liquids spilling out of their marehoods under loud moans in pure pleasure.

But on one afternoon, it was the unicorn herself who came up with the, what should be, perfect plan to claim Equestria for themselves. A plan that was just so evil in her eyes yet so elegant, that it had to be working. Though they were once again retreated in the private chambers where the mares had settled themselves on the enormous pod like bed of the queen. The unicorn laid on top of Chrysalis and rubbed the markless flanks in a pleasurable way with her own hind legs.

"The last thing we need, is a war between our species and you know it. If we can get Celestia herself into a treaty, you will gain access to the Royal Castle. And when she least expects it, we plan our strike." Rarity explained in a soft tone. Mostly because of a fact that was rather unexpected. And one she had to be very careful with.

Because every time she looked into the eyes of the queen, she could tell that the creature was madly in love with her. Yet whether it was real love or not, that was the question so she had to keep playing on with it. Make herself believable in love against the changeling. While keeping to expect a knife ending up in her back at any given moment.

Chrysalis opened her mouth lightly in order to release both a moan of pleasure and satisfaction of the plan. Her pure white fangs became clearly visible as the mare stared at them with her sapphire blue rims. "Has anypony ever told you how sexy your fangs are?" Rarity spoke up in a seducing tone.

"Hmhmhm, you just did my love. But I love your plan, it's so sneaky, so backstabbing...so, me. I trust you in bringing her here for the _treaty_." Chrysalis replied before she started to rub the diamond covered flanks of Rarity in a pleasurable way.

The unicorn moaned softly as she tried to speak under her heavier breathing. "I will, I'll ask her as soon as possible. Oh my goodness...that feels, so, good!" Rarity let go a moan of pleasure upon the feeling of the rubbing before slowly turning her in a heat.

"I can please you even more if you wish. I can let your juices flow like never before, I can send you to heavens unknown to you," the queen grinned.

"D-Do it." Rarity simply replied under a grin of her own. She was ready for it and she wanted it so badly. And those words didn't had to be spoken a second time because the queen turned herself and the unicorn around. She let the mare rest below on the surface of the pod just before Chrysalis grind her body against that of Rarity in a pleasing manner.

"We have pleased each other on the surface my mare, but how about, we go a bit deeper then that?" Chrysalis spoke in a loving yet lustful voice as she grinned once again.

"I-If you have t-the toys." Rarity said already panting slightly from the grinding.

"Toys?" The queen than erupted in a small laughter before she continued with her words. "Being a changeling, a shapeshifter in essence, is having its certain, advantages."

Rarity knew almost right away what was coming and she spread her hind legs as far as she possibly could, literally inviting the queen of the changelings to squirt inside of her slender body. "Then go ahead. My body is yours, my queen." Rarity spoke up after she had wrapped her forehooves around the neck of the creature and whispered the words in a sensual manner.

What happened next was something that the guards that stood on their posts by the door could only dream of. They heard how the two of them moaned in pleasure from the deeds and the sopping sounds of the liquids mixing with one another. Even though the guards looked straight ahead of themselves, their minds were busy with quite the something else.

With the greatest of care did the unicorn open her eyes again and looked over her own own properties. She was back home once again, stronger, she laid on top of her bed and felt like she had slept for days yet was still tired as one could be. She turned herself to her side and curled up into a warm ball of fur and hair. Yet it was that action that caused some of the mixed liquids to flow again out of her marehood and that gave her quite the pleasurable shock.

But it was a short lived moment as the more she closed her eyes, the more she drifted away into her sleep. And eventually was gone to her dream realms. Dreams in which Chrysalis and herself did it over and over and over, on the throne, in the hive, in the bedroom of the boutique. Sexual intercourse with the queen was the only thing she could dream of for the night whether she liked it or not.


	5. Purposing

"Sis! Wake up! Come on! Today is the big day remember!" the voice of a filly suddenly filled the room and something was jumping up and down the bed of the mare. A mare who was disrupted from her sleep because of it and wasn't the greatest of fans of it.

The sudden shifts in mass were more then enough to wake her up and Rarity rose her body up in a sitting position which allowed her mane to hang before her eye as she rubbed through the. "Ugh...Sweetie, what...what time is it?" she spoke up with a sleepy voice. The hooves were done with the eyes and she moved her mane to the back behind her ear.

"Did you forget? Today is the Sisterhooves Social!" replied the almost hyperactive Sweetie Belle with a lot of joy in her voice. Even though the sounds of the voice cracks were something that Rarity couldn't stand at all, the words still did something to her.

And then it were the eyes of Rarity that shot open widely at hearing this and she blinked a couple times in confusion. "The, Sisterhooves, Social...is, t-today?" the unicorn asked to the best of her abilities. Sweetie nodded and jumped off the bed before she paced around the room. She was waiting for her sister to just get out of bed and go with her.

Yet the unicorn just fell back into her bed while a deep sigh left through her nose. She wanted to cancel it so much, but going meant just so much for Sweetie Belle. It was a tough decision that had to be made. One that would end in the favor of one pony. And against her will, she spoke the words from her heart. "Give me half an hour, then I will be ready," replied Rarity before she hoisted herself up again and left the bed in order to refresh herself.

Sweetie squeed ever so cutely before she almost hopped out of the room of Rarity, who gave her an odd if not awkward stare. And as said, in half an hour the unicorn was miraculously ready for the upcoming events. "Are you ready Sweetie?" Rarity asked calmly while her body stumbled down the stairs.

"I am sis!" said Sweetie as she trotted out the door with Rarity behind her.

"Welcome everypony at the annual Sisterhooves Social!" Pinkie shouted through her microphone. "I am your host for today Pinkie Pie! If all the sisters would get their color plates then we can prepare ourselves for the race for today!"

When Rarity and Sweetie trotted over to the booth to get their number, somepony strange but with oddly familiar eyes caught the attention of the the purple maned unicorn. "Sweetie, could you just wait here for me, I need to talk with somepony in private alright?" she spoke against her sister. The little unicorn nodded and stayed on the spoken spot while she tilted her head to what would happen.

The ivory coated mare walked up to a pony who almost looked exactly like Carrot Top but with light blue manes and green eyes. Rarity walked passed her and signaled the mare to follow her for a little bit. The mysterious mare followed Rarity behind a tree where the unicorn looked a little worried at her. "What are you doing here if I may ask?" she asked carefully, almost whispering as she didn't wanted to get caught. She knew almost instantly that it was the queen who had changed herself into another image of a pony long gone, but the trick didn't help for Rarity.

"Is it bad that I come to see how my love is going to do in the Socials?" Chrysalis replied in her changed form.

"No, not at all, I am just surprised to see you here," the unicorn spoke up a little uneasy.

"If all the sisters are ready, we can begin!" Pinkie suddenly yelled through the microphone.

That was the signal for Rarity, she couldn't waste anymore time on the matter and knew that. "I must go now, we will see each other later again soon enough." the unicorn replied as she started to go back. The changed queen nodded and both went back from behind the tree. The changed creature took casually place among the crowd as the ivory white unicorn searched up her sister again.

They found each other eventually and the elder mare walked with a smile on her face. "Shall we go?" The little filly gave a nod and together they went to the start line.

"Welcome fillies and gentlecolts, by the annual Ponyville Sisterhooves Socials! We all know the events where our contestants have to go through. But who are they all?" shouted Pinkie. "In blue we have Applejack and Apple Bloom. In green we have Golden Harvest and Noi. In red we have Berry Punch and Piña Colada. And last but not least, in orange we have Rarity and Sweetie Belle. Everypony appears to be at the starting line. Ready..? On my mark... Go!" And the second she gave the starting signal were all of them off in a fierce competition with each other.

Everything went nice and easy for the unicorn sisters and they were standing for the final course: the galloping race.

"Come on Rarity! We are almost done!" said Sweetie as she made herself ready for the last sprint. The whole time they were ahead but her older sister couldn't take much more, the pie she ate went way too fast and due to the movement she made during the galloping, it began to crawl its way back up.

"Yes Sweetie... Let's...let's do it," said the mare while slowly changing her pace to a gallop. Sweetie also changed to a galloping pace but the further they ran, the slower Rarity got and the more green she saw before slowing down her pace again.

"Come on, it is only a couple dozen hooves more sis," the young and hyped up filly said while she tried to get Rarity back into the right pace.

"N-No Sweetie... I can't," the elder sister responded as she slowly walked towards the line. The filly sighed and noticed just how sick her sister really was. She gave up while slowing down her pace in order to walk next to Rarity, supporting her where needed.

Sweetie turned her head a little bit to the back where she saw Applejack and Apple Bloom coming closer and passing them at around twenty hooves before the finish, what resulted in them ending first place as the unicorn sisters ended up second place. With the award ceremony passed them, Rarity and Sweetie went straight back to the Carousel Boutique where the older mare just went to her bed. The very bed where she laid down in order to sick out and hopefully would regain her strengths.

But the hours she laid down in bed slowly turned over into a couple of days while her sister returned to her parents. That of course resulted in the mare having to take care for herself during the final days of her illness. But it wasn't something unknown to her, for she had gotten used to over the years.

One day she managed to hoist herself out of bed and took place behind her desk where she began to write a letter to the princess of Equestria, Celestia herself. As her quill wrote down the words on the parchment while she read the words written down out loud. "_Dear princess Celestia, some time ago I was kidnapped by queen Chrysalis. She originally wanted to make me a dress for her, but when we began to talk to each other and we got to know one another better. And you and I both know that a war is the last thing our land needs. I purpose a treaty which benefits the both of our species. The queen sees interest in it and is prepared to sign it. I will be waiting for your reply. With kind regard, your faithful subject, Rarity._"

The unicorn carefully placed the letter in an envelope before she left the warm comfort of her home in order to drop it in the nearby mailbox. Yet as she walked back to her boutique, there was a sudden burst of an unknown anger and hatred which slowly began to rise from the very core of her body. "Soon, I do not have to look back at this, wasted part of my life," the mare grumbled under her breath.

When she entered her home once more, Rarity moved herself directly back to her bedroom where she dived right back into bed. She made herself quite comfortable in the blankets as well as in her thoughts. For they wandered off to the queen of the changelings, her pawn in the ultimate game to be played. A game that could possibly end with her destruction.

While the days slowly passed by once again when the purple maned unicorn got over her illness and was found busy cleaning up her shop once more while her mind was still stuck by the letter, for she had heard nothing of both Celestia nor Chrysalis. These uncomfortable facts made the mare worrying a little. What would she do if her plan failed, when it hasn't even started yet?

She kept walking around in circles until the mailmare finally came by and delivered the mail. Rarity walked over to her mailbox with a near lightning speed where she took everything there was in it back home where she gazed through all the letters. But as she reached the final letters, she gave it up. Until her eyes caught the two last letters, both were sealed tightly. One was having a symbol she knew all too well and one with a royal symbol.

The mare took place behind her desk and opened the one with a royal seal lightning fast as she began to read out loud. "My dear subject Rarity, I am sorry to inform you so late on this but the queen and myself have spoken together about the possibilities of a treaty, we have both came to an agreement. I would like to thank you for bringing this matter to the light. If it wasn't thanks to you, who knows what would have happened? To show my gratitude I would love to give you the title as _ambassador_, you deserve it my subject. Both the ponies and the changelings owe their lives to you. With kind regard, princess Celestia of Equestria."

The mare leaned back in her chair after reading it and let go a deep sigh of accomplishment, the treaty had passed and therefore she was given free range to achieve her own goals. She erupted into laughter while opening the other letter which was from Chrysalis herself. She wrote that wanted to see her love again and speak about the taking over part of their plan.

Rarity didn't had to think twice about it and went straight back to the hive entrance where she was met by a couple guard who brought her to the inner sanctum, and therefor to their queen.

"Hmhmhm, welcome back my precious unicorn." Chrysalis spoke up in a rather happy one as the ivory coated unicorn was guided into the throne room.

"I heard the news my dear. It seem like we are having free range here." Rarity replied with a grinning smile. "Our plan, shall come into motion."

"Come, sit next to me," the queen spoke up and Rarity walked up without hesitation. While the thoughts lurked behind her on the request, everything was possible and she knew that all too well. Yet still she took place next to the queen of the changelings.

And it was that queen who kissed the unicorn deeply while slipping her snake like tongue in the mouth of the mare and played a little within it. Taken by a complete surprise from the sudden kiss, there wasn't any emotional extraction that took place as the kiss went even deeper. And Rarity was certain that Chrysalis was hopelessly in love with her, yet the thought if it being an act from her always remained in the back of her head.

But eventually it was the queen who parted her lips and wrapped a string of saliva from the mare around her own tongue and slipped it back into her own mouth. "In a few days, this land, will see new rulers. That of a new queen and a princess."

The unicorn began to snuggle up against the changeling queen to play her part of being in love while she nodded. "So very soon indeed." They both sat there, cuddling each other while making plans about how they would rule the land after it. But Chrysalis couldn't help it and just rubbed one of her hooves in between the hind legs of the mare, who on her turn released a couple moans.

"I have the perfect gift for you." Chrysalis said with a loving tone in her voice.

"And t-that might be m-my love?" the ivory coated unicorn asked a little heavy due to the grinding hoof touching her marehood.

"The power, of both a unicorn and a changeling. It may take a couple days, but then, you are a true princess that is fit to rule next to me, and me alone." Chrysalis brought forth just before one of the pods that hung on the ceiling lowered itself. Once it had nearly reached the floor, it opened under a fleshy and squishy sound or organic material and liquids that the mare couldn't place in her mind.

Rarity thought deeply as the queen sent her over the edge and the juices of the unicorn flowed freely over the throne under a load moan that came from her. Chrysalis grinned a little and wiped the hoof through the liquid and licked it from her hoof under a chuckle. "So delicious," she said as the liquids flowed down her mouth and into the throat before disappearing in her stomach.

The unicorn nuzzled the foreleg of the queen deeply just before she nodded under a soft panting. "I accept your gift my queen." she managed to stumble out. But in her mind she overlooked the power she would get, a power she could use very well. A gift was going to be given. One that either made her a complete slave from the menacing queen, or one that would be of aid to gain an army of her own.

Rarity slowly stood up from her position and kissed the queen for one last time before she entered the pod. Rarity made herself comfortable in the squishy insides of it. Once she was content with the position, the flaps closed themselves and she was enclosed. Slowly it rose back to the ceiling, letting the mare fall in a deep sleep through some spores before a tube lowered itself within it and clustered itself against her face.

Then the whole pod filled itself with a liquid what caused her to start floating inside of it and let the dangerous transformation process to do its turn. Creating a halfbreed of the two species. A thing that had been done before but the creation that came forth from it were more beast than pony.


	6. Half-breed and tea with blood

The days turned from light to dark as the unicorn sat in the pod while letting the changes happen to her as she was unaware of them happening. To her it seemed like a big and pleasant sleep. Chrysalis on the other end perfected the plan even more and the changelings doing their things to keep the hive hidden and spied upon everpony. But then came the day, the day of no return. The time had come that Equestria would see a set of new rulers over itself.

Chrysalis had made an elite army of a couple changelings just in case if the resistance was too heavy. "Some of you might not return, but those who don't, have died for the honor of the swarm, protecting your queen and princess. The ones I choose are the best of the best, the fiercest of the fierce. The time has come for us, to rise again!" she spoke to the group while pacing back and forth in front of them. Upon the spoken words, the group bursted out in a loud buzzing for the words of the queen. "Silence!" she suddenly shouted to each of them.

Taken by a surprise from the words, each of them slowly did fell back into silence. "The princess has awaken from her slumber." the queen than added almost in a whisper.

And than it was the the pod which housed the mare that slowly came down from the ceiling and stopped as it touched the ground. The flaps opened themselves and what followed was a near tidal wave of slime was the first thing to leave. All the changelings that were present gazed patiently at what was in it and soon enough, the content of the pod revealed itself for them. Having ripped off the chord that provided the oxygen there was a deep inhale of fresh air made. Yet the thing was still covered in the shadows with slime dripping off of its body.

Chrysalis looked over the whole thing and seemed to be very pleased at the result."Hmhmhm, welcome back my _princess_."

The figure gazed at the queen before the attention turned at the elite group and spoke up just one word in a demanding tone. "Bow." They didn't know what to do what resulted in them looking at each other instead of following the order. "Bow!" the figure repeated but this time in a threatening tone and soon enough, they all bowed deeply.

"My Rarity, is now truly one of us," chuckled the queen in a dark yet pleasant manner. The figure stepped out of the shadow but only to reveal a version of Rarity that should have never seen the light of day.

Her body had changed into that of a full blood changeling, complete with holes near her hooves. But it also made her natural curves even more sexy in the queen's eyes. Her tail and mane had lost their purplish coloring and turned into a grayish white coloring, the same coloring as her eyes. She took a deep breath while gently shaking off the remains of slime. She gently buzzed her weak wings before she spoke the words on her mind. "Good, they still know their manners. Shall we begin? And I am only half, my love."

Chrysalis nodded as Rarity erupted in white flames and began to take her normal form, the form of her pony self. "Oh, and already mastered our skills I see," the queen responded in a pleased tone. "You are right, you might be half, but you are as powerful as a elite changeling. But we shall begin."

The queen allowed her horn to cover itself in the green aura what created a fire around herself and the unicorn who slowly got sucked into the ground. "And you will fly to Canterlot and stay hidden until needed." Rarity said to the elite changelings who bowed on their turn and than flew away.

Meanwhile in the throne room of Canterlot castle both of the princesses were talking to each other about matters in Cloudsdale. Certain things had escalated there but there were no real reports of just what had happened there. And that was something that not only frustrated the two of them, it made them angry. "Luna, have you looked at these matters yet?" the mare of the day asked a little concerned.

"I have sister, but I couldn't get any wiser out of them either," answered Luna.

The princess of the sun thought deeply but then laid the matter to the side as she allowed her eyes to fall on a servant. Than she asked with her as usual kind and polite voice if he wanted to do something for her. "Queen Chrysalis and ambassador Rarity are coming for tea soon enough, would you please make everything ready before they come?" The servant nodded and made its way over to the kitchen in order to prepare everything.

"I must admit, every since the treaty had been passed through everything has become a lot more quiet involving the changelings. I will be happy to share a cup of tea with the queen." Luna said as she allowed her eyes to gaze through the throne room.

"You and I both, my sister," answered Celestia with a smile on her face. The servant came back and carefully prepared everything for the upcoming tea party. "Guards, would you kindly leave, there is no need for you when we are here," said Celestia smiling to the guards. They all nodded before bowing to the princesses and then departed from the throne room.

Without a single warning given did the green circle appeared on the floor while slowly hoisting both the queen and the mare out of the floor. The flames eventually dropped themselves in order to fully reveal the two figures. Both Chrysalis and a normal looking Rarity walked up to the throne where they bowed deeply before the princess of the sun and the moon.

"Rise, the both of you please and join us, for a cup of tea." Celestia said as she pointed to a table filled with tea and snacks with a wing.

"We shall your highness, right after you." Rarity replied with a warm smile of her own. A smile that hid the darker intentions.

Both Celestia and Luna took place behind it and were soon enough followed by Chrysalis and Rarity. Once the first cup of tea was filled did the casual talks do their turn while all four of them just enjoyed the time they had together, for probably the first time ever.

But the party eventually did took its darker and more revealing turns as Rarity was willing to proceed on her plan. "Your highness's, Chrysalis and myself have been thinking about a couple matters," she said while her innocent sapphire blue eyes looked at Celestia.

"Oh, might I ask about what?" the alicorn of the day asked curious before she took a sip from her tea. Her eye calmly laid itself upon her subject as her ears twitched gently.

The unicorn started to smirk and replied in a stone cold tone. "This land needs new rulers, right now."

"Wha..?" was all Celestia could say before she received a blast of Chrysalis' magic.

"Sister!" Luna shouted as she watched Celestia getting flown back a couple hooves. She turned herself back in order to look at the unicorn as she spoke her daring words. "How do you dare to do this Rarity!?"

"I didn't do anything your highness. But I do this," the unicorn spoke in return before she charged her horn and quickly managed to blast Luna away. The amount of magic she managed to push out was unlike anything she had ever done before in her life.

As the blast hit her almost right in the face was Luna knocked back to the ground where she tried to stand back on her hooves again. But Chrysalis scooted over with her wings and held the mare firmly to the ground. Hisses of an utter satisfaction ran through her as the alicorn couldn't go anywhere. "We...we trusted you! The both of you! How can you do this to us?" Luna asked with tears in her eyes.

"Hmhmhm, simple...like this," said Chrysalis before she looked over to Rarity. "I think it is time to reveal yourself."

The unicorn nodded as she made her way over to Luna who couldn't hold her tears anymore upon the words. "You see Luna, I am the mastermind of this all. Your time has past on. This land will be ruled by a _queen_," said Rarity in a stone cold voice yet the hints of her lady were still ever so present before she continued. "And a _princess_."

"W-What?" was the only thing the younger princess could say. Rarity smirked and erupted into a white fire that revealed her true form. The black exoskeletal mare with the grayish white mane and tail. The princess allowed her eyes to fall upon the changed mare and thus witness the true horror. "No... This is... This is treason! The highest form of treason!"

The queen simply rolled her eyes and got a hold of Luna's head, before smashing it into the ground, knocking her unconscious. "Not the way I would have done it, but still a way." Rarity said as she looked over the princess and then up to Chrysalis.

Meanwhile in the normally so quiet town of Ponyville, Twilight, Applejack, Fluttershy, Rainbow and Pinkie all met each other at town's square and were getting very worried. For Rarity was nowhere to be found and nopony knew where she could be. "Where is that mare?" Twilight asked to herself but also to the lot of them.

"If we knew that, this wasn't needed sugar cube," the cowgirl replied.

"She is probably just sitting somewhere collecting her thoughts, I see her doing it every so often." Rainbow spoke up in her usual cocky voice.

"Yes, you see her then, but have you seen her lately on any of the spots she usually is?" the mulberry unicorn asked in return as her violet rimmed eyes found their rest on the pegasus.

"Uhm, no," she replied while rubbing the back of her head.

"My point exactly."

"Maybe she is on, uhm, vacation?" Fluttershy spoke up in her usual quiet toned voice.

"Not a bad idea Shy, we all need a vacation from time to time, I just hope that wherever she is, she can party!" Pinkie replied just before she started to bounce around.

Twilight gently shook her head before rising it up towards the skies where she inspected them, coming to a very surprising result. The skies slowly but surely became darker and darker the more time progressed. Out of curiosity she asked flat out. "Hey Rainbow, is it supposed to rain today?"

The cyan coated pegasus looked up and her expression changed to a rather confusing one. "No, it is supposed to be sunny all week. I don't get this. But these, aren't normal clouds of rain, this is something else...unless it's an experiment from Cloudsdale."

But the more Twilight gazed upon it, the more she noticed something odd about them, lightning created with green bolts. She began to mumble loud enough for everypony to hear it. "Dark magic... More correctly, changelings."

"C-C-Changelings?" Fluttershy asked as she shivered in fear already.

"What do we do now sugar cube?" asked Applejack whose attention turned up to the skies as well.

Pinkie just bounced around and looked at the green flashes every once and awhile. "Oh! Pretty!"

"We have to go to Canterlot, talk to the princesses. It is our only hope on finding light in this matter as a while," the mulberry coated unicorn spoke as she turned her attention to the Castle that was clearly visible in the distance.

"Wait, wasn't Rarity announced as some sort of ambassador between us and them? Maybe she's in the castle as well," the rainbow maned pegasus said upon realizing the fact.

"A mighty good observation Rainbow, where are we'll waiting on? Let's go girls," spoke the blond maned cowgirl.

"To Canterlot it is then!" said Twilight.

Rainbow and Pinkie nodded without a doubt as Applejack stood next to Twilight. And eventually gave even Fluttershy in to the deeds that were needing to be done. Each of them made their way home first in order to pack needed things before meeting again on the train station, where they would head out to Canterlot. To the castle and its princesses and hopefully, to their missing friend.


	7. Deceptions and false promises

Back in the castle of the land there were more and more changelings that appeared and the guards were soon overwhelmed and unable to raise the alarm. Some of them didn't even know what was going on and were therefore left alone by a simple knockout blow.

"Hmhmhm, everything is working as planned my princess." Chrysalis said as she watched some of the events happening. The scenery that was given to her through the windows was something that was terrifyingly breathtaking for her.

"Yes my dear, everything." Rarity added in a faked loving tone. They both walked up to the throne and plopped down on it ever so casually. And then it where their lips that met each other once more and it resulted in a deep and lustful kiss from both sides as the love was being drained from the one, was fed to the other. Something that made the kiss even more intense as the queen wrapped her tongue around Rarity's who stared lovingly into her green eyes.

"I love you so much, my princess." Chrysalis said softly while ever so gently breaking the kiss.

"I love you too, my queen," lied the unicorn together.

A couple of the elite changeling marched into the room and began to undo princess Celestia and Luna from their horseshoes, crests and crowns. "Bring them to the deepest dungeon and let them rot." Rarity demanded in cold blood.

The elites bowed and took the unconscious Celestia and Luna out of the throne room and into the Canterlot dungeons where they would be locked up for good, never to be looked looked at again.

Chrysalis couldn't resist it and went down with them while also keeping her children in tone as some of the changelings buzzed and wanted to bite the both of them. But the queen made them not too as that pleasure was reserved for somepony else. They brought the princesses deep into the Canterlot dungeon. A place where light never shined down and only the fire of the torches illuminated the area.

Eventually they reached the cells and one of the changelings opened a heavy iron barred cell door as the ones holding Luna hung her up by all four of her hooves by the chains on the ceiling and ground and covered her horn and mouth with slime which slowly began to harden out.

The same happened with Celestia who got hung up in a opposite cell. After they were done they closed the door and buzzed of joy, after which they returned to their princess who was waiting for them, accompanied by Chrysalis.

But as they came back into the throne room, there awaited them a pleasant surprise. On the throne sat Luna, but this Luna was just a little different as the queen saw right through it.

"Hmhmhm. Very good my love. You just look like the princess of the moon." Chrysalis spoke up as Rarity changed back to her pony form.

"Why thank you," replied Rarity still in the same voice as Luna.

"Change back please, we shall stay like this for a couple days and then reveal ourselves. Scaring the land for eternity."

Rarity erupted again in white flames and changed herself once again into Luna, matching both her form and size. Chrysalis changed herself into Celestia and took place on the throne. A couple of the elite changelings changed into Royal Guards and guard the queen and her princess. "Everything is working as planned my love." Chrysalis spoke up just before she gave Rarity a kiss on her lips.

After a long kiss Rarity broke it before wrapping her tongue around the string of saliva while she started to speak in a seducing tone. "As it should my love."

In the meantime had the train arrived in Canterlot and Twilight, Applejack, Fluttershy, Rainbow Dash and Pinkie Pie all left it as a cloud of steam left the engine before being shut down.

"Alright girls, we need to go to the Castle," the mulberry unicorn said before she had a peek to the dark skies.

"I agree egghead, this is not normal in any way." Rainbow replied who spread her wings, eager to take off.

"Hold your hooves here partner. We have to walk to it," the cowgirl said just before she gently punched the side of the pegasus.

"And? That was never a problem for you!" she returned in an annoyed tone. The tension between the two was close to breaking point and the three other ponies knew that all too well.

"Can we just go?" asked Pinkie happily.

"Uhm... Do we, really have too?" asked Fluttershy carefully in the hope not to break anything.

Twilight rolled her eyes under a soft sigh after she caught those words and followed it up by a growl or utter annoyance. "Yes Fluttershy we have to go. Now move everypony!"

All of them were a bit surprised by this little eruption but then turned to a gallop pace through Canterlot to the castle. Fluttershy made the mistake to gaze upon the black clouds which resulted in her galloping faster to run into the center of the group.

"Your majesties, miss Sparkle and her friends are here, they want to see the both of you with urge," a changed royal guard spoke up as he walked up to the changed Chrysalis and Rarity.

"Let them enter guard, I am interested in what they have to tell." Chrysalis replied to the guard.

"As you wish your majesty." The guard than made a respectful bow and trotted back to the door to let them all five in. They all walked in at a slow pacing. Mesmerized by both the beauty and scale of the throne room, none could believe it even though they had been there more than once. Yet when they stood before the throne, they all bowed deeply before the fake princesses.

"Rise back up my faithful student and tell what you want to tell. Me and my sister are interested in your words."

Twilight and the rest raised back up and the Unicorn spoke her words. "Princess, you obviously have seen black cloud with the green lighting. An army of changelings is on the move and probably will attack Canterlot. Next to that, our good friend Rarity has not returned from her last departure."

Chrysalis only sighed as Rarity, while being disguised as Luna, took over the word as she had a lot more experience with the five of them. "Yes, we have seen the cloud of them, but with the current treaty uphold everyday, what is their reason to charge us? No problems have occurred involving changelings since the beginning of the treaty. And I am quite sure Rarity will return someday soon. But I must ask the five of you to leave now. We are both very tired and my sister is heading off to bed soon."

The five mares nodded to the explanation given to them and turned themselves around to depart without a question. "Thank you for your time, princesses." Twilight said as she turned her head back and gave off a warm smile to them. The guard guided them back out of the throne room and closed the door behind them, sealing the room from the world.

"Ah still don't like it Twilight," the cowgirl spoke up as the door to the throne room closed and they walked out of the castle.

"I don't like it either, but something tells me, something was wrong, the whole fact princess Luna took word, against me, is not normal." the mulberry unicorn replied while a thoughtful look could be found in her eyes.

"Come on Twilight, you saw how tired the princess was, what do you expect, she was too tired to talk, that is why Luna spoke for her," answered Rainbow on the matter as she hovered next to them.

"Uhm, are you sure, you don't, see the whole situation, wrong?" said Fluttershy with her shy voice.

"You knew what would be funny? If the changelings had taken over without us knowing it and that that were actually changelings in disguise." Pinkie spoke under a giggle, clearly not understanding the urge of the situation. Yet she was the one, who may have cracked the case where the others were left blind.

"Pinkie... That's..." And than she fell still. The unicorn just stopped dead in her tracks as everything started to make sense in her mind all of the sudden. "We need to return, now everypony!" Twilight almost yelled to them all. She rose on her hind legs and kicked the air a couple of times before she turned herself around in order to gallop back to the throne room. Everypony was confused by the change of events and wondered just what was going to happen. Yet they couldn't just let her go out on her own. Applejack and Fluttershy managed to catch up and galloped aside Twilight whereas Rainbow flew over them. Pinkie on the other end, she just bounced aside them like always.

"Hmhmhm, they believed that story on the spot my love. But I really must depart, will you keep guard of the night my love? Then we shall progress with our plan tomorrow morning." Chrysalis said as her eyes fell upon the descending sun.

"Goodnight my dear, I shall guard the night for today," the changed Rarity spoke with a grin. The queen nodded and left the throne for the warm comforts of a bed and blanket. But when Chrysalis left, Rarity stood up from the throne and went to the balcony where she allowed her eyes to fall upon the land, admiring it deeply. For it was hers now, the whole of Equestria, was hers.

Chrysalis changed herself back to her normal form through the flames just after she had entered the celestial sleeping chamber and just looked over it all. A room with a bed that was big enough to hold Celestia, a lot of letters from students or just letter with kind words, a view over the garden and on the wall were pictures of Luna and Celestia stood before her. She looked at it and slowly her eyes got filled with rage as her mouth began to twitch.

"I will, kill you Celestia, you caused my children more pain than anypony else even did!" she almost yelled while charging up her horn and fired a couple blasts across the room destroying some of the belongings in the room. Chrysalis turned around and without a warning she just left the bedroom left the bedroom and went down, deep down into the dungeons. Looking for one pony in particular.


	8. Death comes for all

Celestia slowly opened her eyes once again after she came back from the sudden blast. And with the situation as it was, she came by slowly and carefully inspected her miserable situation. Almost within the first minute she saw it was hopeless because there was no way out. Her horn couldn't perform any magic spells, her mouth covered and hung up by her hooves. She looked out to the other cell and saw Luna. The elder sister began to shed tears and desperately tried to find a mental connection with her sister.

_Luna, I know you can hear me sister, please, answer back_, thought Celestia deeply.

_Yes...yes I hear you sister... I fear, I fear for the worst... We are cut off from our magic and we can not escape this place... I am afraid Tia, I am scared_, replied Luna softly in thought.

_I know you are sister, but we need to stay together for this. If we, or one of us gives up, our land is doomed_, thought Celestia in order to comfort her a little.

_I am scared sister... I truly am_, was all Luna could respond with before her tears took over.

_Stay strong my sister, stay strong. _

_Hmhmhm, empty words from a fallen princess_, thought another voice all the sudden. _Did you miss me?_

_Chrysalis_, was all Celestia could think as the voice burrowed itself into her mind.

The eyes of Chrysalis began to light up from the shadows before she stepped out of it herself, walking in between the cells of the ex-princesses. "You two are my prisoners, and I have a fitting punishment for you two. Under the new regime of queen Chrysalis and princess Rarity I hereby sentence you to the heaviest punishment. The punishment of death itself," the changeling spoke just before she brutally broke the mental connection between the royal sisters.

The queen opened the door of Celestia her cell and walked up to her. She looked at the hanged up mare and showed her deadly fangs in their full glory before biting into the left lower foreleg of the princess, which she was clearly enjoying from the looks of it. "This toxin will kill you slowly and painfully. And your little sister, gets the same treatment. And you both can't do anything about it!" Chrysalis said in a tone of dark pleasure before she gently stroked the face of the defeated alicorn of the day.

But than her eyes noticed that some blood was leaving the created wound and just couldn't resist it and began to lick it up. her snake like tongue burning over the skin of the mare. "Hmm, tastes perfect," she spoke under a grin.

The queen left the cell for what it was and closed the door but opened the door leading to Luna's cell. "Luna, you shall undergo the same punishment," she spoke and made it a quick one. Almost instantly she bit Luna in the same place before the queen licked up the blood that was being spilled. The changeling left her at peace and closed the door again. "In about three days, you two, will be history," the queen spoke in a stone cold voice as she left back up, to the celestial sleeping chamber to get her rest.

Meanwhile in the throne room smiled Rarity just at her new land and slowly changed back to her new form, with the white mane and tail, white grayish eyes and black exoskeleton.

"I do not care if she doesn't want to see us, I need to speak to her, now!" demanded Twilight by the entrance of the throne room to one of the guards.

"I am sorry miss Sparkle, but there are no visitors allowed at this hour," replied the guard who didn't move even one bit. Twilight rolled her eyes and did a step back. Her horn charged itself up and she zapped the poor stallion. Almost instantly he dropped to the ground and some of them thought he was dead. While in reality, he was only put to a deep sleep.

"Before you all ask, I do not know what will happen," the unicorn said after she had turned back around to her friends.

"Now, can we finally go?" the cyan coated pegasus replied in an annoyed tone.

"Here we go partner," replied Applejack while she took position by the door and kicked it with her powerful hind legs which caused the doors to swing open.

"Who dares to interrupt the princess of the night at this hour!?" Rarity replied in anger under the sound of the door. But as her eyes quickly fell upon who were standing in the door opening there was a shock that went through her. She took a quick refuge behind the throne before anypony could see her as their eyes had to be adjusted to the darkness of the room.

As they all five walked in Applejack was the first to speak. "What in...Ah thought Ah heard a voice."

"Where is the princess, Twilight?" Rainbow asked a bit wondering to the situation.

"Uhm...c-can we go? She is not here," the grayish yellow coated pegasus yelped up.

"She is just playing hide and seek!" replied Pinkie.

"I, I am indeed playing hide and seek," said a familiar voice from behind the throne.

"Rarity!?" each of them said in choir.

The mare jumped up on the throne and looked like the white mare with the purple manes and tail. "Yes. It is me, you have no idea... You have no idea what she, what she was planning to do with me," she spoke and soon after that, she faked a fainting what resulted in her falling off the throne, appearing to be knocked out. All of the mares ran up to Rarity trying to wake her up but the unicorn didn't move at all.

"Come on Rarity, please wake up..." Fluttershy almost whimpered while gently nudging the side of the mare.

"Everypony, stand back, I am going to try something," said Twilight as she charged up her horn.

Each of them backed away as Twilight gave her a shock. The white unicorn shook up and gasped for air. "What in... How?" was all she could say.

Twilight explained everything to Rarity who tried to be as surprised as possible, on what she succeeded very well. "Leave, leave me here, I want to solve this, myself with, with her," the ivory coated unicorn spoke up.

"Are ya sure sugar cube?" asked Applejack.

Rarity simply gave her a nod. "I know how to stand myself in a fight, Applejack." Without any further questioning did the five mares leave the throne room in order for her to face her fears, or so they thought.

Because when they left, the unicorn sighed deeply and changed back to her changeling form while she took place on the throne. She only had to get rid of one last thing. _Chrysalis_, had to leave. She created a small flame of blue fire on her hooves and got a little lost in the waving flames. "With that creature gone, I have the most powerful army in the world and with me already at the throne. I can rule no matter how I want. I never loved her, she was just a pawn in my game. I already have full control over the swarm." The mare gained a devilish grin below her muzzle before the little flame extinct itself and she laid down on her hooves ready to catch some sleep.

The feelings of excitement she was going through, added up with the madness she had received from her transformation had changed her even further. Gone was the lovable pony that everypony knew her as. And all that was left over from her was a tyrant with a velvet glove. The other side Rarity had used to seduce the stallions and have her way with them was multiplied by ten times to say the least. Insanity, anger and desire for control flew through her veins. And the most dangerous part was the fact that she loved it.

The next morning woke Chrysalis up in a burn marked bedroom and smiled upon the sight. "The princess of the sun and moon, have fallen by my hooves. No, by the hooves of me and my love!" Her eyes than turned over to look out of the window and caught the wonderful sight. The dark cloud reached as far as the eye could reach with green lighting in it every once and awhile, "Hmhmhm, perfect as planned." She made no time go to waste as she refreshed herself and went to the throne room looking for her precious unicorn, her creation, Rarity.

Meanwhile in throne room itself was the mare making everything ready for breakfast. Something that mostly meant commanding the drones that had changed into guards to make everything ready for her. But there was a very sharp knife that was being placed by each of the plates and the grayish white maned ex-unicorn took place at the finished table. While she sat down, her eyes overlooked everything to see if everything was there. "Good...very good. Now bow before your princess before you leave her at peace," she said after her inspection.

The changed guards looked at each other and Rarity rolled her eyes. She charged up her horn in a bright green aura and made them bow before her forcefully.

Not much later Chrysalis stepped in the room. "My, my, somepony woke up early today." She walked up to Rarity and gave her a kiss on the lips, "How are you doing my love?"

Rarity returned the kiss ever so lovingly while pointing to a seat for the queen. "I am doing great my love. I didn't had any problem tonight. Did you know that the sun and the moon rise and lower on their own? No need for magic."

The queen broke the kiss and took place while erupting out in laughter. "They were never needed to do that job!? That is the joke of the age my love! It truly is." Chrysalis wiped her tears away from her laughter and started to eat her breakfast. Rarity just looked as loving as ever to her as she began eat her breakfast as well.

After a while they both finished their breakfast and Rarity plopped back on the throne like it was nothing. Chrysalis however, began to fly a little around the room looking out the windows. "Hmhmhm, our land, is being ruled by two beautiful mares," she said while landing on the throne where she began to cuddle the white maned changeling.

"So what are the royal duties for today my love?" asked Rarity.

"Hmhmhm, let's start with this." Chrysalis said as she closed her eyes and began to kiss Rarity deeply. The mare kissed deeply back, allowing her tongue to slip into the mouth the Chrysalis who began to play with it. The queen looked ever so lovingly into the white grayish rims of Rarity who was staring back into the beautiful green rims of her.

"Shall we..?" she asked under a deep grin as she broke the kiss ever so gently. Rarity nodded as a small green light appeared in the lower parts of the queen her body, who only grinned deeper and deeper.

The mare herself took position as her hind legs opened themselves what the revealed the sweet marehood she had. The extended part of Chrysalis began to nuzzle the lower lips of the princess who already let go a soft moan upon feeling it. After a little nuzzling took the queen her mare tightly in her forelegs as she spoke ever so seducing towards her. "You have been bad my mare. And therefore, you shall be punished~"

Rarity replied in to same tone as her eyelids closed themselves halfway, beginning to stare into her eyes. "What shall the punishment be, my queen?"

"This." Chrysalis said under a grin before thrusting it into the vaginal tube of Rarity.

The mare squeezed her parts tightly together as her hind legs managed to wrap themselves around the thrusting queen under a moan in pleasure. But as Chrysalis kept thrusting, she lustfully began to kiss the mare again who kissed back in the same manner, both releasing moans of pure pleasure as more thrusting happened, truly enjoying themselves on the throne.

After a small amount of time had passed, they both broke the kiss under a deep panting and heavy blush as the Queen couldn't hold herself anymore. "I am about to..."

Before she could speak any further did Rarity interrupt her as she spoke under a grin. "Go ahead my queen, my body is ready." Chrysalis let go a soft chuckle as she kept thrusting her body, rubbing the extended part against the warm flesh of Rarity's vaginal tube. The queen closed her eyes while doing so, waiting for the juices to flow.

Through the moans and pleasurable thrusting had Rarity managed to levitate the sharp knife from the table and carefully brought it over to the back of Chrysalis and pointed its deadly blade towards her. The moment was nigh as the queen came and squirted all her juices into the mare under a loud moan of pure pleasure. But as the warm juices filled her body, the mare jammed the blade into the back of the queen without mercy as she spoke under a deep panting. "G-Goodbye, my pawn."

Upon the words spoken, Chrysalis didn't even look up strange as she though it to be a joke. A joke that became a painful reality as the sharp pain of the blade went through her body. Chrysalis slowly looked at Rarity while being able to remove her extended part out of her virginal tube as her eyes only questioned. "Why...my...princess?" she brought out under her breath.

"I never loved you, you were just a pawn in my game. I have Equestria now, for my own! Yet you were too blinded by love, to see I was using you. You see, you are worthless to me now, and I need to make sure I don't hold, loose ends." Rarity said under a soft pant while she tried to catch up with her breath. She simply jammed the knife even further into Chrysalis her body as her expression changed into a cold one. The queen screamed in pure pain as the knife cut through her spinal cord before it was removed, which was even more painful.

Rarity give her one last kiss on the nose before speaking in an ice cold voice. "Goodbye." A few moments later Chrysalis died due to the heavy blood loss. All the guards in the throne room turned back to their true changeling shape while beginning to buzz towards Rarity. Some even dared to attack her. But any attack was simply nullified as she commanded the drones to keep themselves silent as she began to speak her words.

"My children, the old queen has fallen by the hooves of the princess, meaning I am the new queen. Each of you miserable drones shall obey me, and me alone! For I am your queen now. I am the queen of the swarm, the ruler of Equestria!" she spoke with a crazy joy in her voice and after those word, she made each of the changelings in the room bow before her while letting some clean up the throne from the blood.

"Her body you may consume for your own needs," she said as she took place back on the throne and kicked the dead body off of it. A small group rushed over and began to feast on it, nearly killing each other for the meat of her body.

Rarity just smiled at the sight before she pointed to two drones. "You two, go to Ponyville and get my sister here and place her in the pod." They first looked at each other in a questioning look before bowing and making their departure in the search for Sweetie Belle.

She demanded two drones to look in the cells of the ex-princesses, they also bowed and left hovering slightly above the ground. But when they came back up, they had bad news. Chrysalis had injected them with a neurotoxin and they were dying slowly, the effects were irreversible. "Smart mare... But since she can't suffer her punishment, you two will!" said Rarity as she looked stone cold to the two drones who looked at each other and gulped loudly, fearing the worst possible thing.

The horn of the mare began to shine in its green coloring as the blood of the two drones slowly began to boil to its cooking point. The drones cringed and buzzed loudly in pain the more their blood cooked. They suffered for five long and terrible minutes before their blood cooled down once again.

"I need good clothing for my new function. Melt the crests and crowns. Forge them into a crown and chest piece like princess Platinum once had. And don't you dare to forget the fur cape!" she demanded while some of the drones went away while Rarity looked to her land. "It's time to rule this land as it always was supposed to have been. Yet they need to know. I need a writer, now!" And soon enough, a drone holding a quill and piece of paper appeared before her.

"Good, now write down my exact words," she said before coughing a couple times and then spoke up once again. "Dear citizens of Equestria, the old princesses have failed you in ruling this land, they are too kind and casual. They were no royals anymore. But times have changed and your land will be ruled by new hooves. One that raises the sun and moon everyday. One what will take good care for each of you. And the name of the new ruler was: _queen Rarity_. The drone bowed and then departed to spread the message through all of Equestria.

Hours later, when the sun was setting once again, had the drones who went to make the new clothes returned after some time and bowed deeply before Rarity who gazed at them. "Show them to me," she simply said and the drones showed a perfect crown and chest piece. "You did a good job...now, crown me as the true ruler."

The drone with chest piece walked up to her and did it around her neck, making sure everything was perfect, bowed and left the throne. Then the drone with the crown walked up and placed it on her head. Rarity took a deep breath and changed into her pony self, "Much, much better this way." All of the changelings bowed deeply before her and the message spread through the land. Those who wanted to resist against the new regime, were more than welcome to try. The changelings would sniff out each form of resistance with ease. And she would crush it, at least that was the plan.


	9. Planning the future

With the passage of some times itself had the drones found the little Sweetie Belle and through tricks they managed to bring her over. She was brought into the room only a day after the crowning of Rarity and her emerald green eyes looked shocked upon the sight. "Sis..? What..? Why..?" was all she could bring out upon the sights her eyes caught. Yet what they caught was the ivory coated unicorn, instead of the changeling she actually was.

The unicorn walked up to her sister while speaking ever so softly and kindly. "Sister, soon, you will rule along my side as a true princess. I only ask you, to sleep for a couple days." The filly was not willing to disappoint her elder sister in any way. Though the decision was hard to make for her. Yet in the end she nodded and together they walked into a side room of the throne room where a pod was installed. Even stronger, it was the same pod that changed the unicorn. "Enter the pod, and we shall rule together as sisters."

"I... I am not sure sis," the filly said before she looked to Rarity who began to tear up slightly.

"Please Sweetie, accept my gift for you... I can make you, so much more than you ever could dream of," she gently brought out. The white coated filly let out a deep sigh before walking up to the pod and made herself comfortable in it. The pod closed and raised to the ceiling. "I will see you in a few days my princess," said Rarity as she wiped the tears away while making her way back to the throne.

The mare didn't had to move the sun and the moon anymore. After princess Celestia and Luna passed away, the moon and sun started to move on their own. It almost seemed like as if their souls had taken place in them. She didn't had much to do, but she fulfilled her dream and left the tailor life, became more than she ever thought to be. And how? One simple encounter had changed her whole life. The unicorn ruled over the land with an iron yet elegant hoof, not planning to change back to her changeling form.

She had everything she had ever wanted from her life. All of those marvelous thrills and utter excitement. But she didn't knew her limits anymore. Ever since that encounter with Chrysalis, her borders had been lost in the realm of space and time. And that was a truly dangerous combination.

After a couple of days the new finally did reach Ponyville where Applejack, Pinkie Pie, Rainbow Dash and Fluttershy were all sitting in Twilight's library as she read the letter out loud. "The name of the new ruler is, queen Rarity!?" spoke Twilight with disbelief in her own voice.

"Rarity!?" was all the others could bring out.

"That backstabbing mare... Ah'll give her a lesson she will not forget." Applejack spoke in anger as she slammed her hoof into the table.

"Not only you Applejack, I want a slice of it as well." Rainbow added whose rage could be seen in her eyes.

"But, why, why does Rarity such a thing..? It is not like her at all..." Fluttershy just couldn't wrap her head around it all.

"Normally, I would agree on a party, but for this... We need to bring her back to earth!" the pink earth pony spoke in anger. Everyponies attention turned to Pinkie and they all rose an eyebrow to her words. "What? Nopony takes over and gets away with it!" she added with a shrug.

"Pinkie does have a point. But what is our plan of attack. I mean, she has an entire army behind her!" Twilight said while her expression changed to a worried one.

"Ah know, we just buck our way in!" replied Applejack as she slammed her hoof on the table.

"How about support from the air?" asked Rainbow eagerly.

"We need both ground and air support. If there is any resistance that is," spoke Twilight thoughtful.

"Can't we just go and make a plan up as we go?" said Pinkie who was strangely eager to leave.

Twilight thought for a bit more but they conflicted against each other before she just said her final words on the matter. "Forget it, we go. Everypony, saddle up." And she was the first one who began to grab her gear needed for the journey.

Each of the friends rushed back home in order to pack and soon enough the all were back at the entrance of the tree house, waiting for the mulberry mare herself. Twilight did left her home a couple seconds later and allowed her eyes to fall on her four friends."Everypony ready? Then we go." she asked while looking at each of her so beloved friends. All four of the mares nodded and they began on their journey to Canterlot and their so called 'queen'.

Meanwhile in Canterlot had Rarity made some adjustments to the throne room to make it more to her personal liking. Purple curtains and a new throne on top of the old one where she always would sit in. She looked at the sight before her, the whole throne room, exactly as she wanted it. The mare began to smirk a little but one of the drones bowed before her, catching her attention. "I hope you have news for me." Rarity spoke up to the drone who began to buzz back.

"I see... So my old friends are coming for a visit? I say let them come. In the meantime, keep an eye out on my little sister. And don't fail me or it's your head you'll be looking after." she replied while beginning to wait for her 'friends'.

Another drone brought a couple letters were brought in and Rarity read all of them carefully. "Ugh... Bla, bla, bla, is that all these ponies can write to me?" she spoke in an annoyed voice. Her horn charged up in the aura of green magic as the letters simply caught fire. "Offer, denied." she said.

"Can't this train more any faster!?" Applejack grumbled highly annoyed as everything just went too slow for her liking.

"Easy Applejack, it is going as fast as it can." responded Twilight while placing a hoof on Applejack's shoulder.

"That backstabbing mare shall taste mah hooves when Ah'm there. Because after all these years of being our friend, she just turned us the back, just like that." the cowgirl replied while she slowly came back to her senses.

"Twi...I don't want to disturb you but...this, is not normal!" Those words were spoken by a truly terrified Rainbow Dash. She started to shake in pure fear while looking out of the window.

"Let me see Rainbow... Oh no... What has she done!" was all Twilight could say before shaking in fear herself.

The rest looked outside as well and saw Canterlot under a massive dark cloud with green lightning coming down from it every once and awhile. The train rolled in the station and they made their way to the palace as fast as they could. Once again they stood before the humongous castle. But everything was quiet, a little too quiet for their liking. "No guards, no ponies... No changelings," said Twilight as she inspected the exterior.

"I don't like this, but we got to go inside." Rainbow said and she was off to the inside of the Castle.

Everypony else galloped behind her and they hold their eyes open any surprise ambushes. But as they were making their way through the main hall, the silence was eerie, almost creepy as the lights were dimmed and the lightning strikes green.

"It is far too quiet everywhere! I can't take the silence well!" the pegasus suddenly yelled through the halls as she slowly went crazy of the eerie silence.

"Keep it together Rainbow. We are going straight to the throne room," said Twilight as she started to gallop to it.

Pinkie being herself, just separated herself from the group and began to do some exploring on her own. The more she wandered off, the most she lost track of her friends before just losing them entirely out of sight. When Twilight began to do a head count, it became obvious they missed the pink mare and she looked everywhere from her position to find her.

"Pinkie! Get back here!" Applejack yelled through the many halls.

And not much later bounced Pinkie Pie happily back to them as if nothing had happened. "Sorry, but I just had to take a look over there. Where to now?" asked Pinkie.

Twilight placed her hoof in her face and sighed while speaking in an annoyed tone "Just where do you think a ruler of a land would be in her own castle?"

"Oh," was all Pinkie said and she bounced happily around the group.

"Ah sometimes just don't get her," whispered Applejack gently to the yellow pegasus, hoping it would calm her fires of rage drop down a little bit.

"She is special, in her own way," replied Fluttershy under a small smile.

"Ah suppose you have a point there sugar cube." Applejack returned while her eyes fell upon to the bouncing Pinkie.


	10. So close, yet so far away

Back in the throne room had the drone who had to inspect on Sweetie returned with good news which he buzzed to Rarity as he bowed. "Good. Now leave me alone, but stand ready. I hear our guests coming," she said and every other changelings flew up to the dark ceiling in silence. There they would simply be hiding in plain sight.

"It must be here somewhere... Wait, look, there it is!" Rainbow said as came in flying through the open doors and landed in the middle of the room. The rest entered as well and saw a near bored to death Rarity in the throne, smirking clearly.

"Well, well, well, look who have come to stop me... My old, friends." the queen of Equestria spoke while the smirk turned into an evil smile, "I would love to see you try."

"Rarity! This is not like you! What has happened to you?" asked Twilight clueless as she stood ready to charge.

"What happened to me? Well, I just was bored of my old life and I had to, spread out my wings, so to say. And rose to my true potential!" answered Rarity as she jumped off her throne and walked down the steps to ground level.

"But that still doesn't explain the changelings! Where is Chrysalis?" Twilight asked as she carefully looked around the room.

Rarity chuckled and replied with a sick joy in her voice. "Chrysalis was blinded by love... I am the queen of the changelings, I am the queen of Equestria itself."

"Ya're blinded girl, blinded by your own desires!" yelled Applejack to her.

"Hmhmhm, Applejack, I am not blinded. I am seeing it very clearly. Something you all should do as well," said Rarity as she walked back to her throne. "I rule this land, and I rule it to my hoof. I can let you all killed by an instant."

"Rarity, you have lost your mind! They say I am the insane one, but it was you who was that all along!" said Pinkie who jumped forward and growled towards Rarity.

The unicorn simply rose an eyebrow to this as she spoke in a regal voice. "Hold Pinkie." And much to everyponies surprise, the pink mare obeyed her and sat down in her behind, blinking to the white mare who fixed her crown a little. "Down." And Pinkie just lied down on her hooves on the floor. "Good girl."

The others looked at each other and were surprised by this. Applejack scratched herself behind her head as both Rainbow and Fluttershy their mouths fell open and Twilight only blinked before saying,."What..? How..?"

"Simple actually, I'm her queen as well. I can make you all do the same if I want, but Pinkie here... Is one of my children. Reveal yourself."

Pinkie nodded and erupted in a burst of green fire, only to reveal it was a Changeling. "Where is the real Pinkie then!?" asked Rainbow in anger.

"Don't you worry and look behind you!" replied Rarity in the same tone.

Everypony looked behind them to see the real Pinkie Pie in the door opening looking at them before blinking gently. "You could have told me you went here, I lost you all by the entrance. Remember when I went a little off to explore?" the pink mare said with a smile on her face.

"Just come here Pinkie." Twilight snarled and she happily bounced over to them and they all turned back to Rarity.

"You were... You were the most, generous pony, we have ever met, and look at you now... A big, meany," said Fluttershy as she turned her attention to the unicorn with teary eyes.

"Oh, I still am generous darling, but they don't leave me a choice. But I shall give you an option. Either join me, or face a inescapable fate. Make your choice," said Rarity and soon after that did the changelings slowly crawl down from the ceiling as they were creeping up to the five ponies.

But before the assault could begin walked one of the drones up to Rarity and buzzed something in her ear, what resulted in her beginning to smirk. "Hold!" she said and every Changeling stood their ground. "There is somepony I want to introduce you all too. Bring her forward."

A changeling went into a side room and brought back a filly like figure. The figure was placed before Rarity and it slowly uncurled itself, revealing a school-aged filly with a white exoskeleton and very light green and blue accompanied by a darker green coloring in her mane and tail. Its eyes opened in order to reveal the green/blue colored irises.

"My little princess. How was your slumber?" asked Rarity kindly to the figure.

"I had a very good slumber, sister." said the figure in an all too familiar voice crack.

"Sweetie Belle!?" yelled all of the mares in choir.

"Rarity! How could you that to your own sister!?" yelled Twilight while preparing herself to just charge the madmare.

"Simple... The way I was made. Sweetie, please move out of the way." Rarity politely asked and her sister did a couple steps aside, walking up the throne and sitting there, waiting what would happen. The unicorn simply erupted out in green flames, revealing her changeling form, her true form. Everypony gasped at the sight.

"You are a changeling, Rarity!" was all Rainbow could bring out as she was hit by the shock of the situation.

"No... Not you... You above all..." Fluttershy brought forth as she curled up into a ball, Pinkie tried to comfort her, but it wasn't doing a good job.

"Would you tell us what happened?" asked Twilight in a curious manner, but pointed her horn towards the, in her eyes, creature.

"Simple Twilight, Chrysalis made me this way. And I made Sweetie this way...and I am only half changeling," explained Rarity calmly, not even fearing the other unicorn her power.

"Half? What has happened to the Princesses anyway?" asked Rainbow.

This question made Rarity angry and she spoke her words enraged. "Those two were never worthy of ruling this land! I wanted to make them feel the pain. But Chrysalis destroyed that plan with her toxin. Yes, they are dead. And with their death, the sun and the moon move on their own now!"

After hearing that, Twilight collapsed on her hooves and started to burst out in tears. "Why Rarity... Why did you had to kill them? They were always sweet to us... And now...they are gone!" Rarity just stood there, glaring stone cold as the others tried to comfort Twilight.

"How could ya Rarity. Ya know how much they mean for us, for all of us," said Applejack.

"They did not die by my hooves, they died by Chrysalis her hooves. Which got a payment as well I assure you that," said Rarity stone and stone cold. "But the five of you, still haven't made up your mind about my choice, either join me, or die yourself."

Everypony looked up to the mare and gazed her in the eyes. In her eyes, she was gone, the Rarity they knew and loved, was dead and replaced by this monster. "Ah would rather die then joining ya!" said Applejack who stood up and stand tall against Rarity.

"So, cowgirl, you are going to put up a fight? I give you ten seconds to re-think your option otherwise I let them charge," said Rarity who slowly started to count the seconds away.

Applejack was confident as a rock, she would stick to her choice, not even caring about her pointless counting.

"Zero... Then so be it! Charge her!" yelled Rarity to the changelings above her, who all came rushing down and began to attack the cowgirl.

After a lot of resistance from Applejack which resulted in a couple exoskeletons being broken, the changelings finally got a hold of her and dragged her off to a unknown place. "Ya will pay Rarity! Ya'll pay for this!" And those were the last words to be heard before she was completely gone.

"What... What are you doing to do, with her?" asked Twilight who slowly got up again but was trembling on her legs.

The white maned changeling plopped back on her throne with a grin before she made her reply to it. "The same plan I had for the two princesses, letting her rot to the end of time. A plan I have for the leftovers as well. I ask you all again, do you join me?"

"After what you did to Applejack so easily? Not in my life!" said Rainbow angry.

"I am with Rainbow!" said Pinkie as she jumped next to the pegasus.

"M-Me t-too." Fluttershy replied in a scared tone.

"Rarity, the day I join you, is the day I am dead!" Twilight added as she charged up her horn and blasted a beam to Rarity, who avoided it and jumped down the throne.

She looked back and noticed the sparks walking away from the point of impact before turning her attention back to the mares. She removed her crown and cape from her body before they were tossed aside. "Grab those three, I will handle her myself." Rarity yelled to the changelings.

And in the blink of an eye had they taken a hold on Pinkie, Rainbow and Fluttershy with ease. Though it were Rainbow and Pinkie who offered the most resistance for them, whereas Fluttershy just let her being dragged away. But eventually, even the other two mares were overmastered and just dragged away down the hallway where Applejack had disappeared in.

The changeling Sweetie Belle was still sitting on the throne and admiring the scenes before her. She wasn't even making any plans to meddle herself into them, for it was a fight between her sister and Twilight. All the changelings made way for Twilight and Rarity, or even removed themselves completely out of the throne room.

"You have gone too far by doing this, Rarity," said Twilight as both mares started to walk in circles around each other.

"Too far? No, I have just begun..!" replied Rarity as she charged up her horn and sent a beam to Twilight who avoided it.

"And what will you do, make this land crumble?" said Twilight charging up her own horn.

"No. I shall not make it crumble, I shall rule it as it always should have been ruled! With an iron hoof!" Rarity spoke while keeping a watchful eye on the charging horn.

"You are one of the elements of harmony! How can you even consider such an act like this?" Twilight questioned as she released the stored energy from her horn.

Rarity simply blocked the incoming spell with a shield that was created by her own. One that appeared to be holding the sheer power rather well. "Harmony has died a long time ago in this land. You should have seen the signs."

"What... What do you mean?" asked Twilight scared.

"Did you never notice it? Our land was crumbling in the hooves for those two!" answered Rarity in pure hate.

"No, no, lies! You are telling lies!" said Twilight while shaking her head and released another blast.

"I am not the one telling lies here!" said Rarity while beginning to charge her own horn again, eventually releasing it.

The two beams met each other in the middle and for a long time it was a struggle between them. "Give it up Twilight, you have lost and I win," said Rarity as her beam got more powerful. Twilight closed her eyes and gave every last bit of magic she got.

The white maned changeling had enough of this game, but also knew she wouldn't win it from the element of magic in the long run and therefore dropped her beam. Taken by a surprise that her beam met no resistance, Twilight started to blink a couple times. And than Rarity swiftly ran over to Twilight and tackled her to the ground. "I have waited long, just so very long for this moment!" the grayish white maned changeling hissed as she charged up her horn once again.

Twilight tried to find a way out but didn't found one. The only thing she could do, was hoping for the best. Rarity began to laugh at Twilight. But during her laughter, she got hit by something of considerable size. What resulted in her being knocked off of Twilight, who quickly came back on her hooves.

Rarity was sent into the wall as her gray rims inspected what had attacked her. Only to look like she had seen a ghost from the past. She was pinned to the wall by a cyan coated, rainbow maned pegasus.

"Dashie... How did you escape?" she said calmly asked.

"Simple, a lot of force," replied Rainbow as she kept the hoof on her throat. "Don't even think about it." And not much later, Pinkie, Fluttershy and a very angry Applejack came back into the throne room as well. As Rarity fell in the eyes of the cowgirl, she took a stance of attack as clouds of steam left her nose with every exhale.

Rainbow released her from her hold and she flew back to her friends in order to help them as the white maned changeling, crawled out of the wall and made her way over to the middle of the room and yelled as loud as possible. "I am the master of this land, and none of you shall make a difference in that! I swear that in my name. Drones! Charge them and feast on their meat and bones!"

Every single drone in the room started to buzz violently as Rarity made her way back to the throne and plopped down on it before placing Sweetie next to her. "Charge them!" she yelled and all the changelings started to attack the five of them.

The five of them tried to keep the never ending wave of Changeling off, using their forelegs, hind legs, horns or just complete randomness to fight each of the changing bugs.

"Try to keep them off!" yelled Applejack who was violently kicking all around her.

"Rainbow, Applejack, keep kicking them!" said Twilight as she blasted her magic to each of them. Pinkie tried to fight back but her fighting skills aren't as good and she didn't had her party cannon to use. Fluttershy just curled up in the middle of all of it and just gave it up.

But no matter how fierce they fought, no matter how hard they tried, it was a losing battle. Fluttershy gave the right example to just give up. As the minutes passed by, the all began to become nearly exhaust. Having wasted all of their strength against an enemy that is undefeatable in numbers.

In the end, they just allowed themselves to get caught, and were brought before the madmare. "All five of you, I give the option, one, last, time. Join me, become a minister of this land. Or die in a jail. You better think this through and through, it are your only options." Rarity simplysaid. Sweetie giggled at the five of them, while the mare smiled to her sister.

The five friends their eyes fell upon each other, and just by the looks they all knew it, they would all choose the same fate. As five sighs fell through the room, Twilight eventually did the final words. "We all choose to rather rot in a jail then to join you." Those were the words, that sealed their fates.

Rarity nodded and spoke with a regal voice. "Then the five of you shall be sentenced with a lifetime of punishment by sitting in a cell until the day you pass away. Bring them to the dungeons and let them rot." The drones nodded and the mares were brought to the deepest dungeon, only to be locked up, to rot away for eternity, to be left behind, to go crazy over time by their own madness. Mad enough to join the unicorn in her deluded world of domination.

Back in the throne room Rarity sat on her throne, smiling as she changed back to her pony form. The land was hers and she ruled over it with an iron hoof. She loved it more than anything she had ever done. Everything she had done over the course of time and history was worth it in her eyes. Her eyes fell on Sweetie who was playing with some drones and smiled even more. Equestria was hers, truly hers. Her wish had come true but at a terrible price, a price she would pay eventually.

Because deep down in the dungeon, the minds of five friends were working like an oiled machine. Five minds that tried to come up with the plan to take her down from the inside out. Rarity might have thought she had seen the last of them but the reality of the situation laid different. A lot. With them all being banished to rot for the rest of their lives, they had plenty of time to come up with their devilish schemes to overthrow the unicorn and rule as the royals had ruled.


End file.
